Your Directors have pleasure to present the 34th Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the year ended 31st March, 2026.

FINANCIAL RESULTS

The Financial Results of the Company’s performance for the year under review and those of the previous year are as follows:

OPERATIONAL PERFORMANCE

(i) REVENUE FROM OPERATIONS

The year under review was very challenging for the cotton
textile industry in view of U.S. tariff uncertainties and sharp
reduction in global cotton prices in first half resulting in
subdued demand and further West Asia conflict in later
half, which have disrupted supply chain and increase
in cost of various inputs and logistic. However, in last
quarter there was improvement in demand due to removal
of tariff by USA and stability in cotton prices. In spite of
all these challenges your Company has managed to
achieve Revenue from Operations at Rs. 3213.87 Crores
in the current year against Rs. 3305.65 Crores during the
previous year. The revenue of Yarn during the current year
was Rs. 2373.10 Crores against Rs 2402.00 Crores in the
previous year and that of Fabric during the current year
was Rs. 676.50 Crores against Rs. 730.19 Crores in the
previous year. During the current year Fabric Sales was
decreased by 7.35% mainly due to USA Tariff uncertainty.

(ii) EXPORTS

The Exports turnover of the Company was decreased by
5.81% from Rs. 2111.07 Crores in the previous year to Rs.
1988.43 Crores in the current year mainly due to reduced
selling prices and tariff uncertainty. The Exports constituted
61.87% of the total revenue during the year.

(iii) PROFITABILITY

The Operating Profit (EBIDTA) of your Company is Rs.
457.75 Crores in the current year against Rs. 475.02 Crores
in previous year. In percentage to revenue from operations,
the Operating Profits (EBIDTA) is 14.24% in current year
against 14.37% in the previous year. The Company has
reported Net Profit of Rs. 177.55 Crores in the current year
against Rs. 175.43 Crores in the previous year which was
nearly at the same level of previous year. The Earning Per
Share is Rs. 31.58 in the current year against Rs. 31.20 in
the previous year.

DIVIDEND

Your Directors are pleased to recommend final Dividend of 30%
i.e. Rs. 3.00 per Equity Share on the fully paid-up Equity Share of
Rs. 10/- each for the financial year 2025-26, subject to approval
of shareholders at the ensuing Annual General Meeting.
Accordingly, total outflow towards dividend on Equity Shares
for the year under review would be Rs. 16.86 crores. In terms of
provisions of Income Tax Act, 2025, payment of Dividend shall
be subject to deduction of Tax at source.

The Board continues to support a steady dividend policy and
recommended dividend in accordance with the Dividend
Distribution Policy of the Company which is available on
website of the Company athttps://nitinspinners.com/wp-content/
uploads/2024/02/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profits for FY 2025-26 in the profit and loss account and no
amount is proposed to be transferred to reserves.

EXPANSION PROJECTS

The implementation of expansion project at an estimated project
cost of Rs. 1120 Crores for expansion of Spinning, Weaving
Finishing facilities at Bhanwaria Kalan (Chittorgarh District) Plant
& debottlenecking equipment at Hamirgarh Plant (Bhilwara
District), is going on as per schedule. Further, the Company is
also implementing renewable captive power projects at project
cost of Rs. 230 Crores, which are also progressing as scheduled.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company’s vision on CSR is that the Company being a
responsible Corporate Citizen would continue to make a serious
endeavor for improvement in quality of life and betterment of
society through its CSR related initiatives in the local areas
where it operates. The CSR policy is available at the website
of the Company under the linkhttps://nitinspinners.com/wp-
content/uploads/2024/09/CSR-Policy.pdf

During the current year, the Company has incurred expenditure
of Rs. 149.35 Lakhs on CSR activities. The Annual Report on
CSR Activities pursuant to Section 135 of the Companies Act,
2013 read with Rule 8 of The Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure - I
hereto and form part of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Sh. Pratyush Nolakha (DIN 10704970) Executive Director, retired
by rotation & re-appointed at the 33rd Annual General Meeting
held on 06.09.2025.

Further, Shri Dinesh Nolkha (DIN 00054658), Chairman &
Managing Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. On recommendation of Nomination
and Remuneration Committee, the Board recommends his re¬
appointment for consideration of members of the Company at
the ensuing Annual General Meeting.

The tenure of appointment of Sh. Rohit Swadheen Mehta, Non¬
Executive Independent Director of the Company for first consecutive
term of five years is expiring on 29th December, 2026. Based on his
performance evaluation, knowledge and skill the Nomination and
Remuneration Committee recommended for his re-appointment
to Board of Directors and Board in its Meeting held on 08th
August, 2026 has approved his re-appointment as Non-Executive
Independent Director of the Company for second consecutive term
of five years from 30th December, 2026 to 29th December, 2031
subject to the approval of shareholders through Special Resolution.

No other changes have taken place in composition of Board of
Directors and Key Managerial Personnel of the Company during
the year under review.

The Company has received declarations from all the
Independent Directors under Section 149(7) of the Companies
Act, 2013 (herein after referred as “the Act”) and Regulations
25(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as ‘Listing Regulations’) confirming that
they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulations 16(1)(b) of the Listing
Regulations. The Independent Directors have complied with
the Code for Independent Directors prescribed under Schedule
IV of the Act and the Listing Regulations. The Board is of the
opinion that the Independent Directors of the Company possess
requisite qualifications, experience (including proficiency) and
expertise and they hold highest standards of integrity. Further,
Independent Directors fulfill the conditions of appointment
as specified in the Listing Regulations and in the Act and are
Independent of the Management. The names of Independent
Directors are included in Independent Director’s data bank
maintained with the Indian Institute of Corporate Affairs (‘IICA’) in
terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014 and also
passed the online proficiency test conducted by the Indian
Institute of Corporate Affairs, wherever required.

None of the Directors are disqualified for being appointed
as Director as specified in Section 164(1) & (2) of the Act and
Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and disqualified or debarred from being
appointed or continuing as Director of the Company by virtue of
any SEBI order or any other authority.

All the Directors, Key Managerial Personnel and Senior
Management Personnel have confirmed compliance of “Code
of Conduct for Directors and Senior Management Personnel”. A
declaration by the Managing Director in this regard is enclosed
to this Report.

AUDITORS

STATUTORY AUDITORS

M/s Kalani & Co LLP, Chartered Accountants (Firm Registration
No. 000722C/C400390) were re-appointed as Statutory
Auditors at the 30th Annual General Meeting held on 15th
September, 2022 for second term of consecutive five years from
conclusion of 30th Annual General Meeting till the conclusion
of 35th Annual General Meeting to be held in the calendar
year 2027. Accordingly, they have conducted Statutory Audit
for the F.Y. 2025-26 and shall continue to be Statutory Auditors
of the Company for the Financial Year 2026-27 as they have
confirmed their eligibility to continue as Statutory Auditors of the
Company for the F.Y. 2026-27 under section 141 of the Act and
rules framed there under.

The Audit Report on the Financial Statements for the Financial
Year ended on 31st March, 2026, issued by M/s Kalani & Co LLP,
Chartered Accountants, is unmodified and do not contain any
qualifications, reservations or adverse remarks. The information
referred in Auditor’s Report are self-explanatory and hence do
not require any further clarification.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Act and Regulation
24A of the Listing Regulations, the members of the Company
at the 33rd Annual General Meeting have appointed M/s V.
M. & Associates, Company Secretaries (Firm Registration No.
P1984RJ039200) (Peer Review Certificate No. 5447/2024) as
Secretarial Auditors of the Company for first term of consecutive
five years commencing from the Financial Year 2025-26 to
Financial Year 2029-30 and they shall continue to be Secretarial
Auditors of the Company for the Financial Year 2026-27 as
they have confirmed their eligibility to continue as Secretarial
Auditors of the Company for the F.Y. 2026-27.

Accordingly, they have conducted Secretarial Audit for the
Financial Year 2025-26 and Secretarial Audit Report in Form
MR-3 is enclosed herewith. Pursuant to provisions of Regulation
24A of Listing Regulations the Secretarial Auditors have also
issued Annual Secretarial Compliance Report for the F.Y. 2025¬
26. Both the reports do not contain any qualification, reservation
or adverse remark.

COST RECORDS AND COST AUDITORS

The Company is required to maintain cost records, as specified
by the Central Government, in terms of Section 148(1) of the Act
and the rules framed there under, accordingly, the Company has
maintained such cost records.

The Board of Directors, on recommendation of Audit Committee,
has appointed M/s. Vivek Laddha & Associates, Cost Accountants
(Firm Registration No. 103465) to conduct Cost Audit of the Cost
Records maintained by the Company for the Financial Year
2025-26. Accordingly, they have conducted Cost Audit for the
Financial Year 2025-26 and their report does not contain any
qualification, reservation or adverse remark.

Pursuant to Section 148 of the Act, the Board of Directors, on
recommendation of Audit Committee, at their Meeting held on
08.05.2026 have re-appointed M/s. Vivek Laddha & Associates,
Cost Accountants (Firm Registration No. 103465) as Cost Auditors
to conduct Cost Audit of the Cost Records of the Company for
the Financial Year 2026-2027. They have given their consent
and confirmed their eligibility for the said re-appointment. The
remuneration of Cost Auditors is proposed to be ratified by the
Shareholders at the ensuing Annual General Meeting.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Act read the
Companies (Accounts) Rules, 2014, M/s K.G. Somani & Co.
LLP, Chartered Accountants, New Delhi (Regd. No. 006591N/
N500377) have been appointed as Internal Auditors of the
Company and they have conducted Internal Audit of the
Company for the F.Y. 2025-26.

Their scope of work inter-alia includes review of operational
efficiency, effectiveness of systems & processes, compliances
and assessing the internal control strengths in all areas. Internal
Auditors findings are discussed and suitable corrective actions
are taken as per the directions of Audit Committee on an ongoing
basis to improve efficiency in operations.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditors, Cost Auditors,
Internal Auditors and Secretarial Auditors of the Company have
not reported any instances of frauds committed in the Company
by its officers or employees under Section 143(12) of the Act.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of
Corporate Governance and adhere to the requirements set out
in the Act and Listing Regulations. Pursuant to regulation 34(3)
of the Listing Regulations, the Reports on Corporate Governance
and Management Discussions & Analysis have been
incorporated in the Annual Report and form an integral part of the
Board’s Report. A Certificate from Statutory Auditors confirming
compliance to conditions of Corporate Governance as stipulated
under Listing Regulations forms part of this Annual Report.

AWARDS AND RECOGNITION

Your Company has been conferred with the following awards
and recognition during the year under review: -

(A) The Cotton Textiles Export Promotion Council (TEXPROCIL)
has conferred following awards to the Company for
the year 2023-24:-

a) Gold Trophy for Highest Employment Generation

b) Silver Trophy for the second highest
Exports of Grey Yarns

(B) Safety Award by Government of Rajasthan: First position
for safety, health & welfare of workers in the category of
Large Industries in the State of Rajasthan for the year 2025.

(C) Rajasthan Energy Conservation Award: Second Prize for
efforts in Energy Conservation for the year 2022-23 in
category of Textiles (Spinning)

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period
under review. Your Company firmly believes that a dedicated
work force constitutes the primary source of sustainable
competitive advantage. Accordingly, human resource
development received focused attention. The Company has in
house skill training center and imparts on the job training to its
manpower on continuous basis.

Your Directors wish to place on record their appreciation for
the dedicated services rendered by the work force during the
year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Directors inform the members that the Company continuously
looks out for energy conservation measures in all areas of
operations across its both the Units. Similarly, your Company
endeavors to lookout for up-gradation and absorption of
technology. Your Company also spends continuously on research

and development. Your Directors are glad to inform the members
that your Company is a net foreign exchange earner. The relevant
details as required to be disclosed with respect to Energy
Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo pursuant to Section 134(3)(m) of the Act read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are
given in Annexure - II and forms integral part of this Report.

NUMBER OF BOARD MEETINGS

During the year 2025-26, the Board of Directors met four times on
13.05.2025, 05.08.2025, 04.11.2025 and 31.01.2026. The details
of number of Board Meetings and the attendance of the Directors
are provided in the Corporate Governance Report forming part of
the Board’s Report. The frequency and intervening gap between
the meetings was within the period prescribed under the Act,
Listing Regulations and Secretarial Standards-1 issued by the
Institute of Company Secretaries of India (ICSI).

COMMITTEES

The Company has constituted Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee and Corporate Social
Responsibility Committee. The details of the Audit Committee,
Nomination & Remuneration Committee, Stakeholders
Relationship Committee, Risk Management Committee are given
in the Corporate Governance Report and that of Corporate
Social Responsibility Committee are given in Annual Report on
CSR Activities which are integral part of the Board’s Report. All
the recommendations of the Audit Committee were accepted by
the Board. No employee was denied access to the Chairperson
of Audit Committee.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions entered during the
Financial Year are provided in note no. 35 of financial statements.
All the related party transactions entered during the year are
entered on arm’s length basis and in the ordinary course of
business. During the period under review, the Company had not
entered into any contract / arrangement / transaction with related
parties which could be considered material in accordance with
the Policy on Materiality of and Dealing with Related Party
Transactions. The Company has complied with all the applicable
provisions of the Act and Listing Regulations in this regard. There
were no transactions requiring disclosure under Section 134(3)(h)
of the Act. Hence, the prescribed Form AOC-2 does not form a
part of this Annual Report.

The Policy on Related Party transactions is available
at the website of the Company under the linkhttps://
nitinspinners.com/wp-content/uploads/2024/12/Related-Party-
Transaction-Policy.pdf.pdf

LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any
Loan, Guarantee or provided security in connection with a loan
and details of Investments made under Section 186 of the Act
are given at Note No. 5 of the Financial Statements.

PUBLIC DEPOSITS

During the period under review, your Company has not
accepted any public deposit within the meaning of provisions
of section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 and there is no outstanding deposit due
for re-payment. Further, no amount has been borrowed from the
Directors of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of Section 177 (9) of the Act and the regulation 22
of the Listing Regulations and with the objective of pursuing
the business in a fair and transparent manner by adopting the
highest standards of professionalism, honesty, integrity and
ethical behavior and to encourage and protect the employees
who wish to raise and report their genuine concerns about
any unethical behavior, actual or suspected fraud or violation
of Company’s Code of Conduct, the Company has adopted a
Whistle Blower Policy. The policy has been disclosed on the
website of the Company under the linkhttps://nitinspinners.
com/wp-content/uploads/2024/09/Vigil-Mechanism-Whistle-
Blower-Policy.pdf

During the year under review, there was no instance of fraud and
no whistle blower event was reported.

NOMINATION, REMUNERATION & EVALUATION
POLICY AND EVALUATION

Pursuant to provisions of Section 178 of the Act and Regulation
19 read with Schedule II Part D of the Listing Regulations the
Board of Directors have approved Nomination, Remuneration
& Evaluation Policy inter-alia containing the criteria for
appointment, remuneration & evaluation of the Directors,
Key Managerial Personnel & Senior Management Personnel.
During the year, the Nomination and Remuneration Committee
reviewed the performance of Individual Directors. The Board
reviewed the performance of Individual Directors, Committees
and Board itself and expressed its satisfaction on the same.
The Independent Directors in their separate meeting have
reviewed the performance of non-independent directors,
Chairperson and Board as a whole along with review of
quality, quantity and timeliness of flow of information between
Board and management and expressed their satisfaction over
the same. The manner in which evaluation has been carried
out is explained in the Corporate Governance Report which is
integral part of this report. The Nomination, Remuneration &
Evaluation Policy is available under the linkhttps://nitinspinners.
com/wp-content/uploads/2024/09/Nomination-Remuneration-
and-Evaluation-Policy.pdf During the year no amendment was
made in the Policy.

In terms of provisions of section 178(4) of the Act the Salient
features of the Policy are given in Corporate Governance Report
which is integral part of the Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy with
the objective of ensuring sustainable business growth with

stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business.
The detailed Risk Management framework has been provided
in the Management Discussion and Analysis Report of the
Company which is integral part of the Annual Report. The Policy
is available under the linkhttps://nitinspinners.com/wp-content/
uploads/2024/09/Risk-Management-Policy.pdf

PARTICULARS OF EMPLOYEES & ANALYSIS OF
REMUNERATION

The information about employees and analysis of remuneration
as required under Section 197 of the Act read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are enclosed as Annexure - III

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2026 is available on the
Company’s website under the linkhttps://nitinspinners.com/wp-
content/uploads/2026/07/Annual-Return-MGT-7-2025-26.pdf

INTERNAL FINANCIAL CONTROL

The Company has laid down Internal Financial Controls that
include a risk-based framework to ensure orderly and efficient
conduct of its business, safeguarding of its assets, accuracy
and completeness of the accounting records and assurance
on reliability of financial information. The Company maintains
adequate and effective internal control systems commensurate
with its size and complexity. An independent internal audit
function is an important element of the Company’s internal
control systems. This is executed through an extensive internal
audit programme and periodic review by the management and
the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down by the
management. The Statutory Auditors have confirmed the adequacy
of the internal financial control systems over financial reporting.

Further, details of internal control systems are given in the
Management Discussion and Analysis which forms part of
this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

In line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the Company has in place a Policy on sexual harassment of
women at workplace and constituted an internal complaints
committee to redress complaints regarding sexual harassment
of women at workplace. The committee has informed following
status of complaints during the year:-

(a) Number of complaints of sexual harassment received
during the year : Nil

(b) Number of complaints disposed-off during the year : Nil

(c) Number of complaints pending for more than 90 days : Nil

(d) Number of complaints pending at the end of the year : Nil

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations the
Business Responsibility and Sustainability Report for the
financial year ended 31st March, 2026 is attached herewith and
forms part of the report.

OTHER DISCLOSURES

There are no material changes and commitments affecting the
financial position of the Company which has occurred between
the end of the financial year and the date of the report.

There is no change in the nature of business of the Company
during the year under review.

The Company has complied with all the applicable Secretarial
standards issued by the Institute of Company Secretaries of India.

The Company does not have any subsidiary, joint venture &
associate company.

No significant and material order has been passed during the
year by the regulators or courts or tribunals which can impact
the going concern status and Company’s operations in future.

No unclaimed dividend or shares are overdue for transfer to
Investor Education & Protection Fund (IEPF) in terms of provisions
of the Act. The year wise details of Unclaimed/Unpaid Dividend
are available at the website of the Company under linkhttps://
nitinspinners.com/investor-relations/company-announcements/
unclaimed-dividends/

The authorized share capital of the Company is Rs. 60 Crores.
The issued, subscribed and paid-up Equity Share Capital
as on March 31, 2026 was Rs. 56.22 crore and there was
no change in the Share Capital of the Company during the
Financial Year 2025-26.

The detail of Credit Rating and Familiarization Programs has
been given in Corporate Governance Report which is integral
part of the Board’s Report.

No application is made and no proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(IBC Code) and there is no instance of one-time settlement of the
Company with any bank or financial institution.

The Company is compliant with the provisions of Maternity
Benefits under Code on Social Security, 2020.

Certain disclosures are common under Companies Act, 2013 and
Listing Regulations and the same are disclosed in the Corporate
Governance Report forming part of this Report.

The disclosures other than made above are either nil or not
applicable on the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section 3 (c) of Section 134 of the Companies

Act, 2013, the Board of Directors of the Company hereby state

and confirm that:

(i) in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company
for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities,

(iv) they have prepared the Annual Accounts on a
going concern basis;

(v) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all stakeholders
including Members, Bankers, Business Partners/Associates,
Central and State Governments for their consistent support and
co-operation extended to the Company and for trust reposed
on us. We also acknowledge the significant contribution made
by the employees by their dedication and hard work. We look
forward to have the same support in our endeavor to help the
Company to achieve new heights.

For and on Behalf of the Board of Directors

Dinesh Nolkha Nitin Nolakha

Place : Hamirgarh, Bhilwara Chairman & Managing Director Managing Director

Date : 08th August, 2026 (DIN - 00054658) (DIN - 00054707)

Registered Office :

16-17 KM Stone, Chittor Road,

Hamirgarh, Bhilwara - 311025